U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
[ X ] Annual report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 [Fee Required] for the fiscal year ended: May 31, 1996
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[ ] Transition report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 [No Fee Required] for the transition period from
___________ to __________
Commission file number: 33-23693
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VANDEN CAPITAL GROUP, INC.
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(Name of small business issuer in its charter)
Colorado 84-1090424
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1775 Sherman Street, Suite 1001
Denver, Colorado 80203
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (303) 894-0234
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Securities to be registered under Section 12(b) of the Act: None
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Securities to be registered under Section 12(g) of the Act: None
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Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter period that the Registrant was required to file such reports),
and (2) has been subject to such filing requirements for at least the past 90
days. Yes X No
Check if there is no disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ X ]
Issuer's revenues for its most recent fiscal year: $15,498
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Aggregate market value of voting stock held by non-affiliates as of August 31,
1996: $-0- (There is currently no trading market for the Issuer's securities.)
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Shares of common stock, $.0001 par value, outstanding as of August 31, 1996:
90,015,200
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Documents incorporated by reference: Yes
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Transitional Small Business Disclosure Format (Check one): Yes ___; No X
<PAGE>
VANDEN CAPITAL GROUP, INC.
FORM 10-KSB\A
PART III
Item 11. Security Ownership of Certain Beneficial Owners and Management.
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(a) Security Ownership of Certain Beneficial Owners.
The following table sets forth information as of August 31, 1996, as to the
beneficial ownership of shares of the Company's Common Stock (the only class of
stock outstanding) by each person who, to the knowledge of the Company at that
date, was a beneficial owner of 5% or more of the outstanding shares of Common
Stock.
<TABLE>
<CAPTION>
Title of Name and Address of Amount and Nature Percent
Class Beneficial Owner Beneficial Owner (1) of Class
- -------- -------------------- --------------------- --------
<S> <C> <C> <C>
Common TBT Family Partners, Ltd. (2) 28,163,800 31.3%
Stock 6200 South Syracuse Way
Suite 195
Englewood, CO 80211
Common Albert Brenman 4,762,200 5.3%
Stock 1775 Sherman Street
Suite 1001
Denver, CO 80203
</TABLE>
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(1) Calculated pursuant to Rule 13d-3(d) of the Securities Exchange Act of
1934. Unless otherwise stated below, each such person has sole voting and
investment power with respect to all such shares. Under Rule 13d-3(d),
shares not outstanding which are subject to options, warrants, rights or
conversion privileges exercisable within 60 days are deemed outstanding for
the purpose of calculating the number and percentage owned by such person,
but are not deemed outstanding for the purpose of calculating the
percentage owned by each other person listed.
(2) TBT Family Partners, Ltd. is a limited partnership of which Mr. Tenenbaum
and his wife are general partners.
-2-
<PAGE>
(b) Security Ownership of Management.
The following table sets forth information as of August 31, 1996, as to the
beneficial ownership of shares of the Company's Common Stock (the only class of
stock outstanding) by each person who is an officer and/or director of the
Company.
<TABLE>
<CAPTION>
Title of Name and Address of Amount and Nature Percent
Class Beneficial Owner Beneficial Owner (1) of Class
- -------- -------------------- --------------------- --------
<S> <C> <C> <C>
Common TBT Family Partners, Ltd. (2) 28,163,800 31.3%
Stock 6200 South Syracuse Way
Suite 195
Englewood, CO 80211
Common Albert Brenman 4,762,200 5.3%
Stock 1775 Sherman Street
Suite 1001
Denver, CO 80203
Common Janice Budzen 1,000,000 1.1%
Stock 6411 East Radcliff
Englewood, CO 80111
Common Officers and 33,926,000 37.7%
Stock Directors
as a Group
(Three persons)
</TABLE>
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(1) Calculated pursuant to Rule 13d-3(d) of the Securities Exchange Act of
1934. Unless otherwise stated below, each such person has sole voting and
investment power with respect to all such shares. Under Rule 13d-3(d),
shares not outstanding which are subject to options, warrants, rights or
conversion privileges exercisable within 60 days are deemed outstanding for
the purpose of calculating the number and percentage owned by such person,
but are not deemed outstanding for the purpose of calculating the
percentage owned by each other person listed.
(2) TBT Family Partners, Ltd. is a limited partnership of which Mr. Tenenbaum
and his wife are general partners.
-3-
<PAGE>
(c) Changes in Control.
No understandings. arrangements or agreements are known by management at
this time which would result in a change in control of the Company.
SIGNATURES
Pursuant to the requirements of Rule 12(b)(15) promulgated under the
Securities Exchange Act of 1934, the Registrant has duly caused this Amendment
to be signed on its behalf by the undersigned thereunto duly authorized.
Date: October 4 , 1996 VANDEN CAPITAL GROUP, INC.
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By /s/ A. Thomas Tenenbaum
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A. Thomas Tenenbaum,
President
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